WeightWatchers 2012 Annual Report Download - page 75

1.00% per annum. In addition to paying interest on outstanding principal under the WWI Credit Facility, we are
required to pay an undrawn commitment fee to the lenders under each of the Revolver A-1 and the Revolver A-2
with respect to the unused commitments under each such facility at a rate that is dependent on our Net Debt to
EBITDA Ratio from time to time in effect. As of December 29, 2012, the applicable commitment fee rate for the
Revolver A-1 was 0.50% per annum and for the Revolver A-2 was 0.40% per annum.
The WWI Credit Facility contains customary covenants including covenants that, in certain circumstances,
restrict our ability to incur additional indebtedness, pay dividends on and redeem capital stock, make other
payments, including investments, sell our assets and enter into consolidations, mergers and transfers of all or
substantially all of our assets. The WWI Credit Facility also requires us to maintain specified financial ratios and
satisfy certain financial condition tests. At December 29, 2012, we were in compliance with all of the required
financial ratios and also met all of the financial condition tests, and expect to continue to do so for the
foreseeable future. The WWI Credit Facility contains customary events of default. Upon the occurrence of an
event of default under the WWI Credit Facility, the lenders thereunder may cease making loans and declare
amounts outstanding to be immediately due and payable. The WWI Credit Facility is guaranteed by certain of
our existing and future subsidiaries. Substantially all of our assets secure the WWI Credit Facility.
The WWI Credit Facility allows us to make loan modification offers to all lenders of any tranche of term
loans or revolving commitments to extend the maturity date of such loans and/or commitments and/or reduce or
eliminate the scheduled amortization. Any such loan modifications would be effective only with respect to such
tranche of term loans or revolving commitments and only with respect to those lenders that accept our offer.
Loan modification offers may be accompanied by increased pricing and/or fees payable to accepting lenders. The
WWI Credit Facility also allows for up to an additional $400.0 million of incremental financing through the
creation of either new tranches of term loans or through an increase in commitments under the Revolver A-2, in
each case to be provided to us under the WWI Credit Facility. The incremental capacity is uncommitted and we
must find lenders to provide any such financing prior to incurrence. In addition, we may incur up to an additional
$200.0 million of incremental term loans through the creation of a new tranche of term loans, provided that the
aggregate principal amount of such new term loans cannot exceed the amount then outstanding under our
existing revolving credit facilities and the proceeds from such new tranche of term loans must be used solely to
repay certain outstanding revolving loans and permanently reduce the commitments of certain revolving lenders.
On April 8, 2010, we amended the WWI Credit Facility pursuant to a loan modification offer to all lenders
of any tranche of term loans and revolving commitments to, among other things, extend the maturity date of such
loans and / or commitments. In connection with this amendment, certain lenders converted a total of $454.5
million of their outstanding term loans under a tranche A loan ($151.8 million), or Term A Loan, and Additional
Term A-1 Loan ($302.7 million) into term loans under the Term C Loan, and a total of $241.9 million of their
outstanding term loans under the Term B Loan into term loans under the Term D Loan. In addition, certain
lenders converted a total of $332.6 million of their outstanding revolver commitments into commitments which
are now under our Revolver A-1 ($70.6 million) and Revolver A-2 ($262.0 million), including a proportionate
amount of their outstanding revolver loans into what is now our Revolver A-1 ($51.9 million) and Revolver A-2
($103.1 million) loans. Following these conversions of a total of $1,029.0 million of loans and commitments, at
April 8, 2010, we had the same amount of debt outstanding under the WWI Credit Facility and amount of
availability under our then current revolving credit facility as we had immediately prior to such conversions. In
connection, with this loan modification offer, we incurred fees of approximately $11.5 million during the second
quarter of fiscal 2010.
Dividends
We historically have issued a quarterly cash dividend of $0.175 per share of our common stock every
quarter for the past several fiscal years. In the fourth quarter of fiscal 2012, our Board of Directors declared such
a quarterly cash dividend and accelerated its payment to December 2012 instead of having it paid in January
2013 as it has typically done for fourth quarter dividend declarations. Any decision to declare and pay dividends
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